License
License
CAUTION: YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS OF THIS
END USER LICENSE AGREEMENT BEFORE INSTALLING OR USING THE PRODUCT AND
DOCUMENTATION TO WHICH THIS AGREEMENT RELATES. BY ACCEPTING THIS AGREEMENT YOU
ARE CONSENTING TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN AND
ACKNOWLEDGING YOUR AUTHORITY TO DO SO ON BEHALF OF YOUR COMPANY (IF
APPLICABLE). IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, DO NOT
PROCEED WITH THE INSTALLATION OF THE PRODUCT(S) AND PROMPTLY RETURN THE
PRODUCT(S), DOCUMENTATION, AND ALL COPIES THEREOF TO THE SUPPLIER FROM WHICH IT
WAS ACQUIRED FOR A FULL REFUND OF THE LICENSE FEES, IF ANY, PAID FOR THE
PRODUCT(S). THE TERM "PROMPTLY" AS USED HEREIN SHALL MEAN NO LATER THAN SIXTY
(60) DAYS FOLLOWING THE DELIVERY OF THE PRODUCT TO YOU.
1. License Grant.
1.3 The term of the license is set forth in Exhibit A or the applicable
Order, unless otherwise terminated in accordance with the terms of this
Agreement.
1.4 Licensee agrees to pay the applicable fees as set forth in the Order.
Licensee further agrees to pay any applicable transportation charges,
value-added taxes or other applicable taxes, tariffs or withholding taxes which
the relevant authorities require to pay. All fees are exclusive of any such
taxes or tariffs unless expressly stated in the Order.
1.5 Shipping terms for Product(s) shipped on physical media is FOB shipping
point. For Product(s) shipped via electronic delivery, delivery is deemed
complete, FOB shipping point, when the Product(s) is/are made available at the
electronic software download ("ESD") site specified by Progress and Licensee is
e-mailed or otherwise issued a password to access and download the Product(s).
2. License Restrictions.
2.2 The license model for the Product is set forth in the Order and
described in Exhibit A. Third party rights and any additional licensing
restrictions are set forth or referenced in Exhibit A.
2.4 Licensee shall not copy (except as provided in Section 5.2 hereof),
disassemble, reverse engineer, decompile, modify or create derivative works of
the Product and the Documentation to the extent that such restriction is not
prohibited by applicable mandatory law.
2.5 Licensee may not sublicense, sell, rent, encumber, outsource, lease or
grant any other rights in the Product and/or the Documentation to others or
otherwise allow the Product to be accessed, used or possessed by another
party. For these purposes, the term "use" shall include, without limitation,
direct or indirect use via thin-client or web-based remote access software
which but for the use thereof would have required a copy of the Product to be
installed or used locally by that user.
2.6 Licensee shall have no right to use the Product to provide time
sharing, outsourced services, or facility management services or to act as or
operate a service bureau or provide information, data processing, subscription
or hosting services for another party.
2.7 The Product, including technical data, are subject to U.S. export
control laws, including, without limitation, the U.S. Export Administration Act
and its associated regulations, and may be subject to export or import
regulations in other countries. Licensee shall not directly or indirectly
export or re-export the Product, or any direct product thereof, without first
obtaining Progress's written approval. Licensee agrees to comply strictly with
all regulations and acknowledges that it has the responsibility to obtain
licenses to export, re-export or import the Product. The Product may not be
downloaded, or otherwise exported or re-exported (i) into, or to a national or
resident of any country and/or party to which the U.S. has embargoed goods; or
(ii) to anyone on the U.S. Treasury Department's list of Specially Designated
Nationals, or the U.S. Commerce Department's Table of Denial Orders as amended
from time to time, or any other list distributed by the United States
government setting forth individuals or entities to which distribution of the
Product would be prohibited by United States law.
2.8 Licensee shall be solely responsible for identifying and complying with
all laws of any jurisdiction outside of the United States regarding the use of
the Product and any technical data supplied by Progress. Licensee agrees to
obtain all licenses, permits or approvals required by any government at
Licensee's sole cost and expense. Licensee's obligations under this Section
2.8 shall survive termination for any reason whatsoever.
2.10 This Agreement is personal to Licensee and Licensee may not transfer,
assign or otherwise convey, novate or encumber this Agreement or the Product,
in whole or in part, by operation of law, merger or otherwise, to any other
party, including any parent, subsidiary or affiliated entity. A Change of
Control of Licensee shall constitute an assignment hereunder. A "Change of
Control" shall include, but not be limited to, any merger, consolidation,
amalgamation, reorganization or sale, transfer or exchange of the capital stock
or equity interests of Licensee in a transaction or series of transactions
which results in the holders of Licensee's capital stock or equity interests
holding less than 50% of the outstanding capital stock or equity interests
immediately following such transaction(s).
3. Limited Warranty.
3.1 Progress warrants that, for a period of ninety (90) days from either
the date of the initial shipment or availability for download from a Progress
website of the Product whichever occurs first (the "Warranty Period"), (i) the
Product will conform in all material respects to the Documentation and (ii) the
media, if any, on which the Product is recorded will be free from defects in
materials and that the Product is properly recorded on the media. As the sole
and exclusive remedy for physically defective media (such as the diskettes,
cartridges, CD-ROMs, DVDs or magnetic tapes), Progress will replace it free of
charge if claimed during the Warranty Period. As the sole and exclusive remedy
for any failure of the Product to materially conform to the Documentation,
Progress shall repair or replace the Product if such failure is reported during
the Warranty Period or, if Progress, at its discretion, reasonably determines
that such remedy is not economically or technically feasible, this Agreement
and the licenses granted hereunder will terminate and Progress or its supplier
(as applicable) shall provide a full refund of the license fee paid with
respect to the particular Product. The above warranties do not cover Updates,
generic non-configured solution packs, any Product provided on an evaluation
basis, or defects to the Product due to accident, abuse, service, alteration,
modification or improper installation or configuration by Licensee, its
personnel or any third party.
3.2 Progress does not warrant that the functions of the Product will meet
Licensee's requirements or that operation of the Product will be uninterrupted
or error free. Licensee assumes responsibility for selecting the Product to
achieve its intended results and for the use and results obtained from the
Product.
3.3 THE LIMITED WARRANTY SPECIFIED IN SECTION 3.1 SETS FORTH ALL WARRANTIES
AND REPRESENTATIONS PROVIDED TO LICENSEE WITH RESPECT TO THE PRODUCT AND ANY
SERVICES AND UPDATES PROVIDED HEREUNDER, AND SUCH LIMITED WARRANTY IS PROVIDED
SOLELY BY PROGRESS AND NOT ITS LICENSORS. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, PROGRESS, ITS LICENSORS AND THEIR RESPECTIVE SUPPLIERS MAKE NO
WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, RELATING TO THE PRODUCT, OR
ANY SERVICES OR UPDATES PROVIDED UNDER THIS AGREEMENT. ANY UPDATES OR SERVICES
DELIVERED HEREUNDER ARE DELIVERED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND,
EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW ALL OTHER IMPLIED WARRANTIES AND REPRESENTATIONS INCLUDING, BUT
NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT WITH RESPECT TO THE PRODUCT, OR
ANY SERVICES AND UPDATES PROVIDED UNDER THIS AGREEMENT ARE DISCLAIMED. Further,
the Product is not fault tolerant and is not designed, manufactured or intended
for use in hazardous environments requiring fail-safe performance (including,
without limitation, the design, construction, operation or maintenance of any
nuclear facility; direct life support machines; weapon systems; or control of
aircraft, air traffic, aircraft navigation or aircraft communications), in
which the failure of the Product could lead directly or indirectly to death,
personal injury or severe physical or environmental damage. Without limiting
the scope of the disclaimers set forth herein, Progress for itself and on
behalf of its licensors and their respective suppliers, disclaims any express
or implied warranty of fitness for any such high risk uses.
4. Indemnity
4.1 Progress will defend, indemnify and hold Licensee harmless against any
and all costs and reasonable expenses finally awarded by a court or agreed to
in settlement which directly result from any third party claim based on an
allegation that a Product infringes either a valid (a) United States patent or
(b) copyright of a country that is a party to the Agreement for Trade Related
Aspects of Intellectual Property Rights ("TRIPS") but only if Progress is
notified promptly in writing of such claim and given sole control of the
defense of any such claim and all negotiations for its settlement or
compromise. Licensee agrees to reasonably cooperate with Progress in the
defense, settlement or compromise of any such claim. In the event that a final
injunction is obtained against Licensee's use of the Product, if Progress
reasonably believes that Licensee's use of the Products could be so enjoined,
or if in Progress's opinion the Product is likely to become the subject of a
successful claim of such infringement, Progress shall, at its option and
expense, (i) procure for Licensee the right to continue using the Product as
provided in this Agreement, (ii) modify or require replacement of the Product
that Licensee is then currently using so that the Product becomes
non-infringing (so long as the functionality of the Products is substantially
similar) or, in the event neither of the previous two options are commercially
reasonable for Progress, (iii) terminate this Agreement and the rights granted
hereunder and refund to Licensee the amount paid to Progress for the Product
less an amount for depreciation determined on a straight-line five#year
depreciation basis with a commencement date as of the respective shipment date
of the applicable copies of the Product. Notwithstanding the foregoing,
Progress shall have no liability for a claim to the extent based on (A) the use
by Licensee of the Product more than thirty (30) days after Progress has
notified Licensee of (i), (ii) or (iii), above or (B) the version of the
Product used by Licensee is not the current release version of the Product.
5. Confidentiality; Notices
5.1 Licensee acknowledges that the Products, including all source and/or
object code and all parts and aspects thereof, and any Updates, modifications,
translations, localizations, or other derivative works thereof, in whatever
form, whether or not marked as confidential, the Documentation and any other
documentation or materials provided with or related to the Product
(collectively, the "Confidential Information"), are the valuable proprietary
and trade secret information of Progress and/or its licensors and suppliers.
Licensee shall (i) limit use and disclosure of the Confidential Information to
its employees and its consultants who are authorized pursuant to this Agreement
to use the Products and who agree to be bound by the terms of this Agreement or
are otherwise bound to a confidentiality agreement containing substantially
similar terms; (ii) not provide or disclose any of the Confidential Information
to another party; and (iii) treat the Confidential Information with the same
degree of care to avoid disclosure to any third party as is used with respect
to Licensee's information of like importance which is to be kept secret, but
with no less than reasonable care. The foregoing obligations shall be in
addition to any obligations set forth in any separate confidentiality agreement
between Progress and Licensee.
5.2 Licensee agrees, under penalty of license termination but not exclusive
of any other remedies, not to cause or permit the copying of the Product for
any purpose other than expressly set forth herein. Licensee may copy the
Product only for archival and off-line backup purposes, but not for disaster
recovery purposes unless Licensee has purchased the appropriate disaster
recovery or replication license. Licensee may copy the Documentation solely
for the purpose of facilitating Licensee's use of the Product in accordance
with, and subject to, the terms and conditions of this Agreement. Licensee
agrees not to remove any product identification, copyright notices, or other
notices or proprietary restrictions from the Product.
5.3 Benchmark results for the Product may not be disclosed or published
without the written consent of Progress.
5.5 All notices and requests in connection with this Agreement to be sent
to Progress shall be given in writing and shall be sent by hand delivery,
overnight courier or certified mail with proof of delivery to the following
address: 14 Oak Park Drive, Bedford, MA 01730, Attention: General Counsel.
All notices and requests in connection with this Agreement to be sent to
Licensee shall be given in writing and shall be sent by hand delivery,
overnight courier or certified mail with proof of delivery to the address first
set forth in the Order. Either party may change its address for receipt of
notices upon written notice to the other party, and notices shall be deemed
given on the day of receipt or the date evidenced on the proof of delivery,
whichever is earlier.
6. Limitation of Liability.
7. Audit Rights. Progress may install, enable and utilize automated license
tracking, management and/or enforcement solutions with the Products, which
Licensee may not disrupt or alter. Licensee shall maintain books and records
in connection with this Agreement and the use of the Products and any Updates
and/or services provided hereunder. Such books and records shall include at a
minimum the number of licenses purchased and being used by Licensee. At its
expense and with reasonable written notice to Licensee, Progress or a third
party appointed by Progress may audit the books, records, and if necessary, the
systems on which the Product or any Update is installed for the sole purpose of
ensuring compliance with the terms of this Agreement. Progress shall have the
right to conduct follow-up audits as necessary. All audits shall be conducted
during regular business hours at Licensee's offices and shall not interfere
unreasonably with Licensee's activities. Progress shall treat all such records
and books as confidential information. If any audit reveals that Licensee has
underpaid license or maintenance and support fees, Licensee shall be invoiced
for all such underpaid fees based on Progress list price in effect at the time
the audit is completed. If the underpaid fees are in excess of five percent
(5%) of the fees previously paid by Licensee, then Licensee shall also pay
Progress's reasonable costs of conducting the audit and enforcement of this
Agreement.
8. Termination.
8.1 Progress may terminate this Agreement by written notice at any time if
Licensee defaults in the performance of any provision of this Agreement and
fails to cure such default to the satisfaction of Progress within thirty (30)
days after such notice. This remedy shall not be exclusive and shall be in
addition to any other remedies which Progress may have under this Agreement or
otherwise.
8.3 Within ten (10) days of the date of expiration or termination of this
Agreement and/or any of the licenses granted hereunder, Licensee shall return
all copies of the Products, including all Updates, and related Documentation to
Progress or, if requested by Progress, destroy such Products, Updates and
Documentation and certify in writing to such return or destruction.
9. Miscellaneous.
9.1 If Progress offers maintenance and support for the Product, and if
Licensee orders and pays for such maintenance and support, such maintenance and
support shall be provided in accordance with Progress' then current and
applicable maintenance and support policies.
9.2 THIS AGREEMENT, INCLUDING ANY EXHIBITS AND ANY LICENSE ADDENDUM(S),
CONSTITUTES THE COMPLETE AGREEMENT BETWEEN THE PARTIES WITH RESPECT TO THE
PRODUCT AND SUPERCEDES ANY OTHER AGREEMENT, PROPOSAL, COMMUNICATION OR
ADVERTISING, ORAL OR WRITTEN, SIGNED OR UNSIGNED, WITH RESPECT TO THE PRODUCT.
To the extent there are any terms and conditions contained in Licensee's
purchase order or other documentation supplied by Licensee such terms and
conditions shall be deemed to be stricken and the terms and conditions of this
Agreement shall govern. In the event any provision of this Agreement is held to
be invalid or unenforceable, the remaining provisions of this Agreement will
remain in full force and effect.
9.4 This Agreement has been drawn up in English at the express wish of the
parties. Le present contrat a ete redige en anglais a la demande expresse des
parties.
9.7 Failure or delay on the part of Progress to exercise any right, power,
privilege or remedy hereunder shall not constitute a waiver thereof. A waiver
of default shall not operate as a waiver of any other default or of the same
type of default on future occasions.
9.8 The parties expressly disclaim the application of the United Nations
Convention on Contracts for the International Sale of Goods.
9.9 If the Product is acquired outside the United States local law may
apply.
EXHIBIT A
TERM OF LICENSE:
APPLICABLE FEES:
Any applicable license fees or maintenance and support fees will be set forth
in the Order.
See Order.
(a) For Progress DataDirect Connect for ADO.NET (release 3.2 or higher
only): There are two (2) methods of using Bulk Loading Features as follows: (1)
setting the "Bulk Load Protocol" connection option to 'Automatic' or 'Bulk' in
the connection string; or (2) calling the methods WriteToToServer in the
DbBulkCopy, DB2BulkCopy, OracleBulkCopy, SybaseBulkCopy or SQLServerBulkCopy
classes.
(b) For Progress DataDirect Connect for ODBC and Progress DataDirect
Connect64 for ODBC (release 6.0 or higher only): There are four (4) methods of
using Bulk Loading Features as follows: (1) setting the "EnableBulkLoad"
connection option to 1 in the connection string or datasource, (2) calling the
functions LoadTableFromFile, LoadTableFromFileW, ExportTableToFile,
ExportTableToFileW, ValidateTableFromFile, or ValidateTableFromFileW, (3) using
any of the Bulk Load options and functionality that are available on the "Bulk
Load" Tab of the drivers' setup dialogs, or (4) setting the SQL_BULK_EXPORT
statement attribute by calling SQLSetStatementAttr.
(c) Bulk Loading Features for Progress DataDirect Connect for JDBC (release
4.0 service pack 2 or higher only) and for Progress DataDirect Connect XE for
JDBC 4.2, or higher driver: There are two (2) methods of using Bulk Loading
Features as follows: (1) set the EnableBulkLoad option to true in the
connection string or datasource, or (2) create any instance of a DDBulkLoad
object (directly or by calling the getDDBulkLoad() method) or use any methods
or properties on that object.
Use Restrictions:
4. Competitive Use. Licensee may not use the Product(s) to develop, test,
support or market products that are competitive with and/or provide similar
functionality to the Product(s).
Other:
(i) If the Product is Stylus Studio, Stylus Studio XML Enterprise Suite, or
Stylus Studio XML Professional Suite then the Product is licensed on a named
user basis meaning specific individuals are authorized to access the Product
and the total number of named users may not exceed the total number licensed by
Licensee. Stylus Studio, Stylus Studio XML Enterprise Suite and Stylus Studio
XML Professional Suite are subject to the additional restriction that it may be
used by Licensee solely for development and testing of software applications,
and not in conjunction with the deployment of such software applications.
(ii) If the Product is Stylus Studio XML Home Edition, then the Product is
licensed on a single named user basis for personal use only. The Stylus Studio
XML Home Edition is subject to the additional restriction that it not be used
in conjunction with any commercial or for-profit transactions. NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN SECTION 3 OF THE AGREEMENT, AND EXCEPT AS
PROHIBITED BY APPLICABLE LAW, STYLUS STUDIO XML HOME EDITION IS PROVIDED "AS
IS" WITHOUT WARRANTY OF ANY KIND. PROGRESS MAKES NO WARRANTIES WITH RESPECT TO
THE STYLUS STUDIO XML HOME EDITION, EXPRESS, IMPLIED, OR ARISING BY CUSTOM OR
TRADE USAGE, AND SPECIFICALLY MAKES NO WARRANTY OF MERCHANTABILITY OR OF
FITNESS FOR ANY PARTICULAR PURPOSE OR NONINFRINGEMENT. Licensee shall have the
sole responsibility for adequate protection and back-up of all data use in
connection with the product.
(iv) If Licensee ordered or obtained the Product license from a third party
authorized by Progress to resell the Product in conjunction with such third
party's software product(s) ("Third Party Reseller"), then, in addition to the
terms and conditions of this Agreement, Licensee's use of the Product may be
subject to additional scope of license terms and conditions (if any) specified
by the Third Party Reseller, including, without limitation, a restriction that
Licensee limit its use of the Product to use solely in conjunction with the
Third Party Reseller's software product(s) licensed by the Third Party Reseller
to Licensee. To the extent that any additional scope of license terms and
conditions communicated by the Third Party Reseller to Licensee are in direct
conflict with the scope of license specified herein, then the scope of license
terms and conditions specified by the Third Party Reseller shall apply.
Otherwise the terms and conditions of this Agreement shall govern. In no event
does Progress make any representations or warranties, express, implied or
arising by custom or trade usage, regarding the Third Party Reseller's software
products and assumes no liability or responsibility with regard to said
software products.
(v) The Product may contain programs that perform automated collection of
system data and transmit said data to equipment owned or under the control of
Progress in order to (i) register the Licensee's activation of the Product,
(ii) perform automated updating services for the Product, and/or (iii) validate
whether Licensee is entitled to use the Product. System data collected through
such programs may be used by Progress for the purpose of providing Licensee
with remote system services and/or for the purpose of enforcing the terms and
conditions of this Agreement.
(i) Licensee shall be permitted to make and deploy copies of the Progress
OpenAccess Runtime Product strictly on an internal deployment basis for use in
conjunction with the User Interface Provider to create a Custom Driver where
such Custom Driver is used solely by Licensee in an internal testing and/or
production environment. If the Progress OpenAccess Runtime Product licensed to
Licensee is restricted to use for a specific application in accordance with
Section 1 of "Use Restrictions" above, then Licensee's use of the Custom Driver
and Progress OpenAccess Runtime Product shall be limited to use in connection
with the designated application. Licensee shall be further subject to the
license terms of the appropriate license model for the Progress OpenAccess
Runtime Product as identified in the Order and as described in this Exhibit A.
For purposes of this Exhibit A, the following terms shall have the following
definitions:
"Client Device": A Client Device is any input technology that allows the
Licensee to access the Product, including but not limited to a workstation, a
personal computer, a PDA device, a cellular phone, a laptop or other device
that is operated by an individual.
"Custom Driver": A Custom Driver is the data connectivity driver resulting from
the use of the DataDirect OpenAccess Runtime Components in combination with the
User Interface Provider.
"Server": A logical computer with one or more CPUs on which the Product
resides, along with the applications utilizing the Product, and which can be
accessed by other computers. The term "Server" includes, but is not limited
to, web servers, batch servers and application servers.
Connection Basis License (for DataDirect Connect for ODBC only): If the
Product is licensed on a Connection basis, then a license fee must be paid for
both the maximum number of simultaneous Connections utilized by the Server and
the maximum number of processors ("CPUs") utilized by the Server whether or not
such access is simultaneous or consecutive. For the purposes of this provision
only a "Connection" shall be defined as the driver state after a successful
call to SQLConnect, SQLDriverConnect, or SQLBrowseConnect and before
termination of this state, normally through a successful call to
SQLDisconnect. Servers utilizing dual core processing (or multiple core
processing) or other multi-processor technology shall have each core processor
count as one (1) CPU. The Product may only be used by Server-based applications
running on that Server accessed by other computers and may not be installed via
file sharing on a local area network file system.
Connection Basis (for DataDirect Connect for JDBC only): If the Product is
licensed on a Connection basis, then a license fee must be paid for both the
maximum number of simultaneous Connections utilized by the Server and the
maximum number of processors ("CPUs") utilized by the Server whether or not
such access is simultaneous or consecutive. For the purposes of this provision
only a "Connection" shall be defined as the driver state after a successful
call to the DriverManager.getConnection method or the driver's Driver.connect,
DataSource.getConnection ConnectionPoolDataSource.getPooledConnection,
XADataSource.getXAConnection, or
ManagedConnectionFactory.createManagedConnection methods and before termination
of this state, normally through a successful call to the driver's
Connection.close, PooledConnection.close or ManagedConnection.destroy methods.
Servers utilizing dual core processing (or multiple core processing) or other
multi-processor technology shall have each core processor count as one (1) CPU.
The Product may only be used by Server-based applications running on that
Server accessed by other computers and may not be installed via file sharing on
a local area network file system.
Connection Basis (for DataDirect Connect for ADO.NET only): If the Product is
licensed on a Connection basis, then a license fee must be paid for both the
maximum number of simultaneous Connections utilized by the Server and the
maximum number of processors ("CPUs") utilized by the Server whether or not
such access is simultaneous or consecutive. For the purposes of this provision
only a "Connection" shall be defined as the provider state after a successful
call to the Open method in the System.Data.Common.DbConnection class or the
DDTek.DB2.DB2Connection class or the DDTek.Oracle.OracleConnection class or the
DDTek.SQLServer.SQLServerConnection class or the DDTek.Sybase.SybaseConnection
class and before termination of this state, normally through a successful call
to the Close method in the System.Data.Common.DbConnection class or the
DDTek.DB2.DB2Connection class or the DDTek.Oracle.OracleConnection class or
the DDTek.SQLServer.SQLServerConnection class or the
DDTek.Sybase.SybaseConnection class. Servers utilizing dual core processing
(or multiple core processing) or other multi-processor technology shall have
each core processor count as one (1) CPU. The Product may only be used by
Server-based applications running on that Server accessed by other computers
and may not be installed via file sharing on a local area network file system.
Core Licenses: A Product licensed on a "Core" basis grants Licensee the right
to run the Product on a single Core on a single server. The total number of
Cores on the machine may not exceed the total number licensed to Licensee.
Additional Core License(s) are required for each Core of the server on which
the Product runs, including, without limitation, servers configured for
disaster recovery, load balancing, clustering, development, testing and
reporting.
CPU: A CPU License grants Licensee the right to run the Product, or an
application which can access the Product, on a single core processing unit
("CPU") on a single server and on a single Platform. Each processor core of a
multiple core processor in a server shall count as one (1) CPU. Additional CPU
License(s) are required for each CPU that runs the Product, including, without
limitation, servers configured for disaster recovery, load balancing,
clustering, development, testing and reporting. A CPU License may not be
transferred from one CPU or one Platform to another.
Server: A Server License grants Licensee the right to install and use a
Product, or an application which can access the Product, on a single Server and
on a single Platform. Additional Server license(s) are required for each
Server that runs the Product including, without limitation, Servers configured
for disaster recovery, load balancing, clustering, development, testing and
reporting. A Server License may not be transferred from one from Server or
Platform to another.
Testing and Staging License: A Testing and Staging License grants Licensee the
right to use the Product for internal quality assurance testing purposes only
and Licensee may not deploy the Product in a production environment. Licensee
shall be further subject to the license terms of the appropriate license model
for the Product set forth in this Exhibit A. A Testing and Staging License may
not be transferred.